Re: [atlarge-discuss] Bylaws Discussion : Response Articles 11 - 16

["Richard Henderson" <richardhenderson@ntlworld.com>]

Danny

Thank you for this. I've added comments / proposed amendments within
*****stars***** as I've read through it. Because of length I'm responding in
sections. This mail covers Articles 11, 12, 13, 14, 15 and 16 (last
article).



Article 11. SubCommittee Meetings

11.1  A regular meeting of each Subcommittee shall be held on the fourth
Saturday of each month,***** again, I think this is too presecriptive*****
at such time and in such manner as the Chair of each such Subcommittee may
direct.  At least ten days in advance of such regular meetings, the
Secretary shall give notice of such meetings and their respective agendas to
the Webmaster for publication to the membership.



Article 12. Rules of Procedure

12.1  The rules contained in Robert's Rules of Order Newly Revised shall
govern the proceedings at and the conduct of the meetings of the Corporation
and its Committees, in all cases to which they are applicable and which are
not covered in or by the Bylaws.


 12.2 Communications to the Board --  All members shall have an opportunity
to address the Board or a Committee directly on each open session agenda
item before discussion or consideration of the item in accordance with such
procedures as may be adopted by Board by resolution.


 12.3  Reports to the Board -- Each committee chair shall submit a written
report semi-annually to the Board.  Board reports shall incorporate the
reports of the committees grouped within them. The chairs shall be notified
by the Secretary/Treasurer as to the exact date on which the reports are
due.



Article 13. Amendments

13.1  These Bylaws may be amended at any regular meeting of the Board by the
affirmative vote of not less than two-thirds of the members of the Board,
***** DEFINITELY NOT!!! These Bylaws may only be amended by the Membership
through the organisation's Polling process*****
provided that notice of any proposed amendment, including a draft thereof,
shall have been given at the regular meeting of the Board next preceding the
meeting at which such amendment is voted upon and the proposal for amendment
first shall have been referred to an appropriate Committee of the Board.
***** It is essential to keep this organisation truly bottom up, and let's
establish that constitutionally the Membership and not the Board are the
ultimate authority, not just at election time, but over all matters which
effect or change the Constitution, the Mission of the organisation, the
definition of objectives, and all operations and activities of the Members'
organisation. It would be unacceptable for the Board to re-define the Bylaws
without the express consent of the Membership*****


 13.2  Any member may petition for an amendment to the bylaws; such petition
should, as a minimum, have the written support of at least 5% of the
membership. ***** The Polling Commission, with the endorsement of a majority
vote of participating members, should define the mechanisms by which motions
are submitted for polling ***** In order to obtain the supporting signatures
a proposed amendment shall be forwarded to the Secretary who shall transmit
the proposal to the Webmaster for publication on the organization's website.
The Webmaster will establish an accompanying form which supporters may sign.
Upon receipt of a proposal with sufficient supporting signatures from the
membership, the Secretary will report the petition to the Board.  The
proposed amendment will be discussed and voted on at the next regular Board
meeting. ***** No, the centre of gravity here ia all wrong. The Board should
decide nothing when it comes to amending ByLaws. The decision must rest with
the membership, and the process for making that decision should be the
Members' Polling mechanism. There should, of course, be an active interface
with the Board and the main Website, to keep information on the Membership's
motions and votes clearly available. Just as a guideline, the Polling
Commission would probably require that a limit be set on polling votes per
month, and an ongoing poll of which motions to vote on would create an order
of priority. Prioritised motions would be voted on - usually once a month,
but sometimes when necessary - and a quorum would be set at around 80% of
the number of members who voted at the previous Board election. As I say,
this is just a guideline, and can be hammered out, but this would be
proposed by a Polling Commission, put to a vote, and then included in these
Bylaws*****



Article 14. Membership & Dues

14.1  Only individuals may become members of this organization.  The term of
membership is on an annual basis commencing with the first of the month in
which the first annual dues payment is made.  Cost of renewal shall be
determined by the dues rate in effect at the beginning of the member's
membership year.  If the dues of any Member remain unpaid after 25 days from
the date when payable, the membership of such person will lapse.  Such
person may, however, be reinstated upon the payment of dues.

***** This can be linked with Identity Verification, as one of a range of
means of identifying bona fide members, or part of such process. It is
essential that membership dues are kept to an absolute minimum - say $1 -
because for every dollar we increase them by we will probably lose 20% of
potential members, and we will lose 75% of members if membership is not
free. There would be a strong case for making membership free in the first
year, to attract as many members as possible, and if we are serious about
trying to draw in hundreds of thousands of users in as easy a way as
possible, then personally I favour having no membership fee at all but
instead operating on voluntary contributions and external contributions
(which are more likely if we attract really significant numbers). Clearly
money will be needed to develop a worldwide organisation, but the scale of
money is so great that we basically need benefactors and backing (providing
there are no strings attached). Our priority should be the politics of
scale, because media credibility will be gained not only by the quality of
our informed participation in DNS matters, but by the numbers we can
genuinely attract, particular if we develop into a kind of worldwide
people's movement. Such a movement is, frankly, unlikely to occur -
particularly in poorer regions - if we create the stumbling block of money
in the way. For this reason, I personally much prefer personal voluntary
contributions. However, the Membership itself can vote on this issue.*****


 14.2  Dues amounts shall be recommended by the Finance Committee and
approved by the Board of Directors which may, at their discretion, establish
multiple levels of membership dues, including but not limited to regular
membership dues, special dues for students, the financially disadvantaged,
and any other category designated by the Board of Directors for such
purpose.  ***** As I say, I'm unhappy about this. Perhaps you call it
"recommended voluntary contribution". Or perhaps you operate a two-tier
voting and non-voting membership, giving people who pay a small nominal fee
the power to vote. But I would far prefer to keep things voluntary and have
open membership and voting rights for all who wish to join us, from all over
the world. Why on earth do we want to turn anyone away, just because they
can't don't wish to pay? We should just be pleased for every individual who
wants to come and join us... but, as I say, the Membership can vote and
decide on this*****


 14.3  Only members in dues-paid status are eligible to vote. ***** Well, as
I say, you could get round things this way. Have a free membership (to
attract 500,000 sympathetic people) but require small nominal
commitment/dues for right to vote. Nevertheless, if we want to just
open-arms welcome as many people as possible, and if we want genuine one
member-one vote and integrity of democratic process, I would prefer all dues
to be voluntary. I honestly believe that as this organisation grew, so
people's willingness to voluntarily contribute to an ideal would grow, but
if we just remain a few hundred fee-paying cognoscenti, then we may be
informed and engaged, but we will not be what we set out to become. Charging
fees will close the door on thousands and thousands of people who would
willingly, spontaneously join *****



Article 15. Financial Safeguards

15.1  Audit -- The Board shall appoint a certified public accountant to
audit annually the books and accounts of the Organization.


 15.2  Any committee, member or group of members desiring to disburse funds
for any purpose shall obtain advance approval of the President *****
Chairman and Treasurer***** except for those *****agreed and
sanctioned*****expenditures necessary for the normal operation of the
organization.


 15.3  The Budget -- The Finance Committee shall prepare a detailed budget
to be submitted to the Board 30 days before the Board meeting at which the
budget is to be considered;  The Budget will detail programs and priorities
for the upcoming fiscal year.



Article 16. Representatives to Other Organizations

16.1  Roster of Outside Organizations -- The Secretary and Webmaster shall
provide for the maintenance of a roster of outside organizations to which
the Organization sends Representatives. An organization may be added to or
removed from the roster by a majority vote of Board ***** providing the
Membership does not overturn this*****


 16.2  Appointment, Tenure, and Confirmation -- The President ***** The
Board***** shall appoint each Representative to an outside organization, the
appointment being for a specified term. An organizational Representative
must be a Member in dues-paid status. ***** only if we have dues***** The
President may not appoint himself or herself as a Representative. Each
appointment of a Representative shall be confirmed by Board, except that the
Board may delegate confirmation for a particular position to a Standing
Committee or grant full authority to the President to make the appointment
for a particular position.
***** I would keep all this simple by saying that a majority of the Board
should agree to this, and much more importantly that the Membership itself
should have the right to intervene, make the appointment, or veto an
appointment *****


 16.3  Removal -- The President has the authority to remove any
Representative to an outside organization. ***** The Board has the authority
to remove any Representative to an outside organisation, with the exception
that it may not overturn an appointment which has been made by the
Membership*****


 16.4 Vacancy -- In the event that a Representative's office becomes vacant
through removal or otherwise, the President ***** the Board ***** shall
appoint another Representative to serve until the end of the term. Such an
interim appointment shall be confirmed in the same way as an original
appointment.


 16.5  Guidance -- A Representative to an outside organization shall act in
accordance with his or her best judgment in representing the interests of
the Organization, except that the Board may direct the actions of any
Representative by a two-thirds vote. ***** majority vote... and the
Membership has the right to define and direct actions of Representatives,
which will override all other directions *****


 16.6  Temporary Appointments -- In the event that a Representative to an
outside organization is unable to attend a meeting of that organization, the
President ***** the Board***** may appoint a temporary representative for
that meeting only. The temporary representative has exactly the same duties,
prerogatives, and limitations as the elected representative, except as these
prerogatives may be restricted by the rules of the outside organization.


This concludes my responses to Danny's 16 Bylaw Articles.

Regards and my thanks to Danny

Richard H












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